Earthlink 2004 Annual Report Download - page 113

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The Board of Directors, in its discretion, may also at any time elect or appoint one or more Senior or Executive Vice Presidents, one
or more Vice Presidents, a Chief Operating Officer, a Chief Financial Officer, a Treasurer and one or more Assistant Secretaries and Assistant
Treasurers and such other officers as it may deem advisable, each of whom shall hold office at the pleasure of the Board of Directors, except as
may otherwise be approved by the Board of Directors, or until his or her earlier death, resignation, retirement, removal or other termination of
employment, and shall have such authority and shall perform such duties as may be prescribed or determined from time to time by the Board of
Directors or in case of officers, if not prescribed or determined by the Board of Directors, as the Chief Executive Officer or the then senior
executive officer may prescribe or determine. The Board of Directors may require any officer or other employee or agent to give bond for the
faithful performance of his or her duties in such form and with such sureties as the Board may require.
4.2.
Duties . Subject to such limitations and other conditions as the Board of Directors may from time to time prescribe or
determine, the following officers shall have the following powers and duties:
(a)
Chief Executive Officer . The Chief Executive Officer shall be charged with general supervision of the
management, business, affairs and policy of the Corporation, shall be the senior executive of the Corporation, shall report directly to the Board
of Directors and shall have such other powers and perform such other duties as the Board of Directors may prescribe from time to time. The
Chief Executive Officer shall (in the absence of the Chairman of the Board of Directors) preside at all meetings of the stockholders and, if he is
a director, of the Board of Directors.
(b)
President . The President shall exercise the powers and authority and perform all of the duties commonly incident
to his or her office, shall report to the Chief Executive Officer and shall perform such other duties as the Board of Directors or Chief Executive
Officer shall specify from time to time.
(c)
Vice Presidents . The Vice President or Vice Presidents shall perform such duties as may be assigned to them from
time to time by the Board of Directors or by the Chief Executive Officer if the Board of Directors does not do so. In the absence or disability
of the Chief Executive Officer, President, the Executive Vice Presidents in order of seniority, or if none, the Senior Vice Presidents in order of
seniority, or if none, the Vice Presidents in order of seniority, may, unless otherwise determined by the Board of Directors, exercise the powers
and perform the duties pertaining to the office of President, except that if one or more Vice Presidents has been elected or appointed, the person
holding such office in order of seniority shall exercise the powers and perform the duties of the office of President.
(d)
Secretary . The Secretary or in his or her absence an Assistant Secretary shall keep the minutes of all meetings of
stockholders and of the Board of Directors and any committee thereof, give and serve all notices, attend to such correspondence as may be
assigned to him or her, keep in safe custody the seal of the Corporation, and affix such seal to all such instruments properly executed as may
require it, shall perform all of the duties commonly incident to his or her office and shall have such other duties and powers as may be
prescribed or
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